In this issue:

• Buyer Beware: Court Upholds Punitive Damages Waiver in Case Alleging Fraud for “New” Aircraft Sale 
• Embraer v. Dougherty Air Trustee: Avoiding Foot Faults in Your Residual Value Guarantee Contract 
• Selecting the Best Aircraft Management Company

Click below to read the Global Transportation Finance Newsletter in its entirety.

Vedder Price is pleased to announce that Intellectual Property industry veteran and former Chief IP Legal Counsel Daniel H. Shulman has joined the firm’s IP group in Chicago. Mr. Shulman, who joins the firm from Reynolds Group Holdings Ltd. and Fram Autoparts, brings over 12 years’ experience managing entire global patent and trademark portfolios for multibillion-dollar companies.

Mr. Shulman’s practice focuses on all aspects of intellectual property acquisition, monetization and enforcement, including complex patent litigation, trademark litigation, copyright litigation, trade secret litigation and all aspects of patent and trademark prosecution and portfolio management. He has experience managing all aspects of domestic patent prosecution and litigation relating to consumer packaged goods, electronic exchanges, insurance industry, telecommunications, financial products, mechanical and electrical devices, and prosecuting patent applications before the U.S. Patent and Trademark Office.

“We are fortunate to provide additional depth to our IP and IP Litigation groups with the addition of Dan,” said Robert S. Rigg, Chair of Vedder Price’s Intellectual Property group. “His skill set, in addition to his reputation as an excellent attorney, allows him to effortlessly assist our corporate and litigation attorneys and their clients as well. We’re excited to add Dan and his fresh perspective to the firm.”

"I look forward to returning to private practice with Vedder,” said Mr. Shulman. “My experience in the licensing and IP litigation realms, as well as my experience building and managing complex IP portfolios, fit in perfectly with the existing group of top-notch IP attorneys. Vedder has always impressed me with its dedication to ever changing needs of clients in this space, especially the evolving ways today's law firms have to relate and interact with corporate law departments, an evolution I have experienced first-hand. I can’t wait to begin working with my new colleagues to exceed our clients expectations.”

Mr. Shulman has litigated cases in various U.S. District Courts, including the Eastern District of Texas, the Eastern District of Virginia, the Northern District of Illinois, the Southern District of New York, the Western District of Wisconsin, and others. He has also argued before the U.S. Court of Appeals for the Federal Circuit. He was named one of the Top Forty Lawyers Under 40 in Illinois in 2013 by the Law Bulletin, and Managing IP Top In House IP Star from 2015 through 2018.

Mr. Shulman began his legal career as an IP Associate at Mayer Brown upon graduating from Loyola University Chicago School of Law, where he has also served as an Adjunct Professor since 2017. He earned his B.A. from Northwestern University.

Vedder Price is pleased to announce that it represented Wintrust Commercial Finance as lead arranger on a $90 million term loan facility for a national transportation and logistics company. Proceeds from the facility, which includes a $40 million accordion feature, will be used to finance rolling stock to expand and grow the company’s fleet.

The Vedder Price team included Shareholder Edward K. Gross and Associate Erich Dylus, both of the Global Transportation Finance Group, and Shareholder Marc L. Klyman, of the Capital Markets Group.

“We appreciate having had the opportunity to assist Wintrust Commercial Finance with the various aspects of this facility,” said Mr. Gross. “Our team worked collaboratively with theirs to structure, document, coordinate and close the transaction, and ultimately to achieve the parties’ various objectives.”

^{Wintrust Commercial Finance is a division of Wintrust Asset Finance Inc.}

Vedder Price is pleased to announce that Jeffrey T. Veber, a Shareholder on the Global Transportation Finance team and a member of the Board of Directors, has been named to the firm’s Executive Committee.

Mr. Veber has over 25 years of experience representing clients in transportation finance matters, advising lenders, including commercial and investment banks and export-credit agencies, equity participants, funds, leasing companies and other financiers and investors in a wide range of matters. These matters include cross-border leveraged leases, asset backed securitizations, structured financings, mortgage financings, back-leveraged operating lease financings, joint ventures and asset purchase agreements involving commercial aircraft and railcars.

Since joining the firm in 1994, Mr. Veber has been highly regarded in the industry as a top transportation finance lawyer. During his 25 years at the firm, Mr. Veber worked closely with departing Shareholder and Executive Committee member Dean N. Gerber, helping to distinguish the commercial aviation finance practice as “one of the top law firms for Asset Finance in the world,” as noted by Chambers Global. Mr. Gerber recently joined Vedder Price client ORIX Aviation as their General Counsel.

“Jeff has already demonstrated himself as a strong leader in the firm’s New York operation and globally for our transportation finance practice,” said Michael A. Nemeroff, President and CEO. “His considerable experience and business acumen will help drive Vedder’s continued client-focused approach and long-term business strategy. We look forward to his contributions in this well-earned leadership position.”

“It’s an honor to serve on our Executive Committee and help lead the firm’s direction and growth into the future,” said Mr. Veber. “I’ve been privileged to work with terrific colleagues and top-notch attorneys over these last 25 years at Vedder, and I look forward to contributing my perspective to the collective success of our attorneys and clients alike.”

Among his many accolades, Mr. Veber has been recognized in Euromoney’s The Best of the Best: Aviation Law, The International Who’s Who of Aviation Lawyers, Chambers USA in the category of Nationwide Transportation: Aviation: Finance, Chambers Global in the Aviation: Finance category, Legal 500 United States in the Transport: Aviation and Air Travel—Finance and Transport: Rail and Road—Finance categories, and in The Best Lawyers in America in the field of Equipment Finance Law.

Chicago Shareholder Juan Arciniegas and London Partner Sam Tyfield published the article, “Brexit But Not Broken: US & UK Efforts in Continuity for Global Derivatives Markets” in the May issue of The Investment Lawyer. The article discusses ongoing efforts to reach agreement on the details of recognition by the European Union (EU) of UK-based trading venues in the event of the UK’s exit from the EU, especially as it would affect global derivatives markets. In the article, Arciniegas and Tyfield convincingly assert that “If ‘fortress Europe’ becomes a reality, the EU’s financial markets will become isolated—protected from overseas competition but isolated ….”

The article opens by reporting on a February 25, 2019 joint press conference held by Commodities Futures Trading Commission (CFTC) Chairman Christopher Giancarlo, the Governor of the Bank of England, and the head of the UK’s Financial Conduct Authority. The authors state that during the press conference, Chairman Giancarlo gave a “mea culpa and apologia” for his previously expressed views that were considered by many as an over-expansive assertion of the CFTC’s jurisdiction on swaps by US traders and other jurisdictions already committed to implementing G-20 swaps reforms. The authors detail Chairman Giancarlo’s newly proposed principles for CFTC regulation of overseas swaps, and they state that this renewed position by the CFTC “was a clear plea to his counterparts in the EU for a pragmatic approach to recognition of UK clearinghouses after Brexit.”

The recent statements by Chairman Giancarlo, the authors state, raise a number of questions relating to the lack of recognition by the EU of UK-based trading venues. Arciniegas and Tyfield discuss a March 7, 2019 Public Statement by the pan-European financial services regulator, ESMA, in which EMSA indicated that it found no evidence “that market participants will not be able to continue meeting their obligations under the trading obligations for derivatives in the case of a no-deal Brexit ….” The authors go on to question EMSA’s position: “Does ESMA believe that it needs to take no action to protect market and contract continuity in relation to the trading obligation in a ‘no-deal’ Brexit?”

The article looks for guidance from the historical relationship between the EU and Switzerland of “mutual recognition of rules,” and asks how the EU would be able deny similar recognition to the UK post-Brexit. Although the authors note the growing importance of Asian markets and participants, they do not specifically discuss the effect of the Asian market on the possible “no-deal Brexit.”

In the article, the authors argue that a “myopic view” toward global markets by the EU could ultimately be bad for the EU, bad for the US and UK, and bad for derivatives markets globally. “A ‘no-deal’ Brexit will be a catastrophe in many ways for the UK and the EU and may precipitate a recession and years of economic and political uncertainty,” Arciniegas and Tyfield conclude.

Please join us for our annual look forward to the year ahead in employment law. The roundtable discussion will be hosted by Vedder Price’s employment solicitors, who will discuss the “hot topics” for employers in 2019, and how best to prepare for them.

Our session will be an interactive and practical discussion, to include:

Brexit: Implications for Employers

Practical Steps for Employers Concerning Non-Disclosure Agreements, "Gagging Clauses" and Investigations

2019 Legal Roundup: Key Developments on HR's Radar

Event Details

Wednesday 19 June | 18:00 - 20:00 (GMT)

Vedder Price Offices | London, United Kingdom
4 Coleman Street 
London EC2R 5AR

Refreshments to follow.

Who should attend: This event is intended for in-house counsel and human resource professionals.

CPD Credit

This program will be submitted for review, once our agenda is finalized.

To learn more about other 2019 Vedder Works seminars and webinars, please click here.

Please join us at the following session designed for in-house counsel and human resource professionals, led by the Labor & Employment attorneys of Vedder Price. At this complimentary session, we will discuss important legal updates and labor and employment best practices.

Event Details

Wednesday, October 23 | 8:30 a.m. - 12:00 p.m. (ET)

Newseum | Washington, DC
555 Pennsylvania Ave NW, Washington, DC 20001

Breakfast provided; Lunch to follow from 12:00 p.m. - 1:00 p.m.

Who should attend: This event is intended for in-house counsel and human resource professionals.

Agenda Topics

**Program topics to be confirmed at a later date.**

CLE & HRCI Credit

Vedder Price is an accredited CLE provider in California, Illinois, and New York; and, when possible, a sponsor in Virginia.

This program will be submitted to the HR Certification Institute for review, once our agenda is finalized.

To learn more about other 2019 Vedder Works seminars and webinars, please click here.